DEF 14A of Elutia Inc.
Filed Apr 4, 2025 · FY20240001104659-25-032259
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our restated certificate of incorporation as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board of Directors has fixed the number of directors at six, and we currently have six directors serving on the Board. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class should consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, and the directors initially assigned to each class serve for a term set to end as set forth below. The term of each director continues until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office and will not be filled by the stockholders, unless the Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation or removal.
Current Directors and Terms
Current Directors and Terms Our current directors and their respective classes and terms are set forth below.
Current Directors and Terms
| Class II Directors — Current Term Ending at 2025 Annual Meeting | Class III Directors — Current Term Ending at 2026 Annual Meeting | Class I Directors — Current Term Ending at 2027 Annual Meeting | | Brigid A. Makes C. Randal Mills, Ph.D. | David Colpman Kevin Rakin | Maybelle Jordan W. Matthew Zuga |
Nominees for Director
Nominees for Director Ms. Makes and Dr. Mills have been nominated by the Board to stand for election. As the directors assigned to Class II, Ms. Makes’ and Dr. Mills’ current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Ms. Makes and Dr. Mills will each serve for a term expiring at the annual meeting to be held in 2028 (the “2028 Annual Meeting”) and the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.
Information About Board Nominees and Continuing Directors
Information About Board Nominees and Continuing Directors The following pages contain certain biographical information as of April 4, 2025 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that help build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.
Nominees for Election to Three-Year Terms Expiring No Later than the 2028 Annual Meeting
Nominees for Election to Three-Year Terms Expiring No Later than the 2028 Annual Meeting
Nominees for Election to Three-Year Terms Expiring No Later than the 2028 Annual Meeting
| Class II Directors | Age | Director Since | Current Position at Elutia | | Brigid A. Makes | 69 | 2020 | Director | | C. Randal Mills, Ph.D. | 53 | 2015 | President, Chief Executive Officer, Director |
Nominees for Election to Three-Year Terms Expiring No Later than the 2028 Annual Meeting
Brigid A. Makes has served as a member of our Board of Directors since September 2020. Ms. Makes currently serves as Chief Financial Officer of Vivani Medical, Inc., a Nasdaq-listed biopharmaceutical company, which merged with Nano Precision Medical, Inc., a privately-held biopharmaceutical company, where Ms. Makes served as Chief Financial Officer from February 2022 until the August 2022 merger. Ms. Makes has also served as an independent consultant for medical device and healthcare companies since July 2017, specifically advising on finance, accounting and funding responsibilities. From September 2011 to July 2017, Ms. Makes served as Senior Vice President and Chief Financial Officer of Miramar Labs, Inc., a biotechnology company focused on aesthetics and dermatology. From 2006 to 2011, Ms. Makes served as Senior Vice President and Chief Financial Officer of AGA Medical Corp (“AGA”), a medical device company developing interventional devices for the minimally invasive treatment of structural heart defects and peripheral vascular disorders. Prior to joining AGA, Ms. Makes held various positions at Nektar Therapeutics Inc. from 1999 to 2006, including serving as Chief Financial Officer from 1999 to 2003. From December 2019 to June 2023, Ms. Makes served as a member of the board of directors of Mind Medicine (MindMed) Inc., a publicly traded neuro-pharmaceutical company, where Ms. Makes served as the chair on the audit committee. Since June 2021, Ms. Makes has also been a member of the board of directors of Quantum-Si (Quantum-Si) Inc., a publicly traded life sciences company, where Ms. Makes serves on its audit committee. Ms. Makes holds an M.B.A. from Bentley University and a Bachelor of Commerce degree in Finance & International Business from McGill University. We believe Ms. Makes’ extensive management and leadership experience with biotechnology companies and knowledge and experience in finance make her well qualified to serve as a member of our Board of Directors. C. Randal Mills, Ph.D. has served as our President and Chief Executive Officer since August 2022, after serving as our Interim President and Chief Executive Officer from June 2022 to August 2022 and has served as a member of our Board of Directors since November 2015. Prior to joining Elutia, Dr. Mills has served as Chief Executive Officer and as a member of the board of trustees of Sanford Burnham Prebys Medical Discovery Institute, a non-profit medical research institute from July 2020 to April 2022. Dr. Mills served as Chief Executive Officer of the National Marrow Donor Program, a nonprofit international organization that provides bone marrow for transplantation, from July 2017 to February 2020. From May 2014 to July 2017, Dr. Mills served as Chief Executive Officer of the California Institute for Regenerative Medicine, which was created to fund stem cell research in California. Dr. Mills also served as Chief Executive Officer of Osiris Therapeutics, Inc., a publicly traded regenerative medicine company, from June 2004 to December 2013. Prior to and during the last five years, Dr. Mills has served on the board of directors of various non-profit organizations, including Be The Match Foundation from July 2017 to February 2020, Tissue Banks International (“TBI”) (now KeraLink International (“KeraLink”)), from August 2007 to December 2019, and the Alliance for Regenerative Medicine, an international community of organizations focused on regenerative medicine, from January 2014 to January 2016. Dr. Mills holds a Ph.D. in Pharmaceutical Science and a B.S. in Microbiology from the University of Florida. We believe Dr. Mills’ extensive management and leadership experience in medical and healthcare organizations, including in the regenerative medicine context, make him well qualified to serve as a member of our Board of Directors.
Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
| Class III Directors | Age | Director Since | Current Position at Elutia | | David Colpman | 63 | 2022 | Director | | Kevin Rakin | 64 | 2015 | Executive Chairman |
Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders
David Colpman has served as a member of our Board of Directors since October 2022. Mr. Colpman was the managing partner of Colpman Consulting Ltd., a business development consultancy, from July 2014 to March 2020. Prior to this, Mr. Colpman was a senior vice president at Shire Plc from 1999 to 2014. Prior to Shire Plc, Mr. Colpman had senior roles in business development at Novo Nordisk A/S, Glaxo Wellcome Plc and Boots Pharmaceuticals Ltd. From May 2015 to May 2022, Mr. Colpman served on the board of Orexo AB, a publicly traded pharmaceutical company, where Mr. Colpman served on its compensation committee from March 2019 to May 2022. Mr. Colpman served on the board and audit committee of HighCape Capital Acquisition Corp (“HighCape Acquisition”) a publicly traded affiliate of HighCape Partners, from September 2020 to June 2021. Mr. Colpman has also served as an advisor to Norgine Ltd, a pharmaceutical company, since January 2023 and served as an advisor to Cantargia AB, another pharmaceutical company, from May 2022 to April 2024. In addition, he is currently an advisor to HighCape Capital, an affiliate of HighCape Partners, which is an investment fund and affiliate of Elutia. Mr. Colpman received a B.Sc. from Portsmouth University in the field of pharmacy. We believe Mr. Colpman’s extensive management and leadership experience in pharmaceutical and healthcare companies make him well qualified to serve as a member of our Board of Directors. Kevin Rakin has served as our Chairman and a member of our Board of Directors since November 2015 and as Executive Chairman since June 2022. Mr. Rakin is the Co-founder of HighCape Partners, an investment fund and affiliate of Elutia, and has been a general partner in HighCape Partners since 2013. Additionally, Mr. Rakin served as Chief Executive Officer and a board member of HighCape Acquisition from June 2020 to June 2021, at which time HighCape Acquisition merged with Quantum-Si, where Mr. Rakin has served as a member of the board of directors and nominating and governance committee since 2021. Mr. Rakin has also been a member of the board of directors of Nyxoah S.A., a publicly traded medical device company, since 2016, where he serves on its audit and compensation committees. From 2014 to 2022, Mr. Rakin served on the board of directors of Oramed Pharmaceuticals Inc., a publicly traded pharmaceutical company, where Mr. Rakin served on its audit and compensation committees. From 2012 to 2019, Mr. Rakin also served on the board of directors of Histogenics Corp., a publicly traded biopharmaceutical company, where Mr. Rakin served on its audit and compensation committees. Mr. Rakin holds an M.B.A. from Columbia University and B.Com and B.Com (Hons) degrees from the University of Cape Town, South Africa. We believe Mr. Rakin’s extensive knowledge and experience in finance and leadership in healthcare and life sciences companies, including in the public company context, make him well qualified to serve as a member of our Board of Directors.
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
| Class I Directors | Age | Director Since | Current Position at Elutia | | Maybelle Jordan | 59 | 2020 | Director | | W. Matthew Zuga | 59 | 2015 | Director |
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Maybelle Jordan has served as a member of our Board of Directors since September 2020. Ms. Jordan has served as Chief Strategy Officer for Deerfield Device Design and Development Catalyst, a medical technology incubator, since January 2021. Ms. Jordan previously served as Vice President of Business Development of Biomerix Corporation, a biomaterials company focused on scaffold technology in the medical technology industry, from 2011 until 2021, and served as Chief Operating Officer for Biomerix from 2003 to 2011. Ms. Jordan also co-founded and served as President and Chief Executive Officer of MTrap Inc., a clinical-stage biomaterials company developing a cancer therapeutic device for treatment of advanced ovarian cancer, from 2015 to 2020. Ms. Jordan holds an M.B.A. from Harvard University and a B.S. in Biology from Yale University. We believe Ms. Jordan’s extensive management and leadership experience with companies in the medical technology and life sciences industries make her well qualified to serve as a member of our Board of Directors. W. Matthew Zuga has served as a member of our Board of Directors since November 2015. Mr. Zuga has served as Chief Financial Officer and Chief Business Officer of Acumen Pharmaceuticals, Inc., a publicly traded biotechnology company, since May 2021. Mr. Zuga is the Co-founder of HighCape Partners, an investment fund and affiliate of Elutia, and has been a general partner in HighCape Partners since 2013. Additionally, Mr. Zuga served as Chief Financial Officer and Chief Operating Officer and board member of HighCape Acquisition, from June 2020 to June 2021. From August 2012 to September 2013, Mr. Zuga was a managing director of SyngentaVentures Pte Ltd, an investment vehicle of Syngenta Corp. He was also the founder and managing member of Red Abbey, an investment company, from January 2004 to August 2012. Prior to Red Abbey, Mr. Zuga was a managing director and the head of life sciences investment banking at Legg Mason from 1999 to 2003. During the last five years, Mr. Zuga also served on the board of directors of TELA Bio, Inc., a publicly traded life sciences company, where Mr. Zuga served on its compensation committee. Mr. Zuga holds an M.B.A. from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and a B.S. in Business Administration/Finance from Ohio State University. We believe Mr. Zuga’s extensive experience in the life sciences industry, his network of contacts in the industry and his background in investing and investment banking make him well qualified to serve as a member of our Board of Directors.
Compensation Consultants
Compensation Consultants The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the compensation committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable Nasdaq Rules. We must provide appropriate funding for payment of reasonable compensation to any advisor retained by the compensation committee. The compensation committee did not engage the services of a compensation consultant during 2024.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2024, our “named executive officers” and their positions were as follows: • C. Randal Mills, Ph.D., President & Chief Executive Officer; • Matthew Ferguson, Chief Financial Officer; and • Michelle Williams, Ph.D., Chief Scientific Officer.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | C. Randal Mills, Ph.D. President and Chief Executive Officer | 2024 | 600,000 | — | 2,311,156 | 1,617,373 | — | 7,628(5) | 4,536,157 | | | 2023 | 600,000 | 149,111(4) | 1,085,464 | — | 210,889(4) | 5,423(6) | 2,050,887 | | Matthew Ferguson Chief Financial Officer | 2024 | 385,000 | — | 902,500 | 518,705 | — | 3,427(7) | 1,809,632 | | | 2023 | 357,000 | — | — | — | 160,650 | 3,427(7) | 521,077 | | Michelle Williams, Ph.D. Chief Scientific Officer | 2024 | 355,000 | — | 722,000 | 518,705 | — | 1,779(8) | 1,597,484 | | | 2023 | 330,000 | — | — | — | 148,500 | 7,470(9) | 485,970 |
Summary Compensation Table
(1) Amounts reflect the grant-date fair value of the restricted stock units (“RSUs”) granted during 2024 and 2023, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 5 of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or the 2024 Annual Report. (2) Amounts reflect the full grant-date fair value of stock options granted during 2024 and 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 5 of the consolidated financial statements included in the 2024 Annual Report. (3) No amounts are indicated for perquisites and other personal benefits as the value provided did not exceed $10,000 for any named executive officer. (4) Amounts in the aggregate reflect 60% of Dr Mills’ salary representing the bonus totaling $360,000. Amount shown in the column entitled “Bonus” represents the remaining guaranteed amount due during the first twelve months of his employment. (5) Amount reflects a matching contribution of $5,849 under the Company’s 401(k) plan and payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. (6) Amount reflects a matching contribution of $3,644 under the Company’s 401(k) plan and payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. (7) Amount reflects a matching contribution of $1,648 under the Company’s 401(k) plan and payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. (8) Amount reflects payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. (9) Amount reflects a matching contribution of $5,691 under the Company’s 401(k) plan and payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Class A common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(18) | | | | | Stock Awards(18) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not vested (#) | Market Value of Shares or Units of Stock that have not vested ($)(17) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(11) | | C. Randal Mills, Ph.D. | 12/9/2020(1) | 14,307 | — | — | 17.00 | 12/9/2030 | — | — | — | — | | | 6/7/2021(2) | 14,082 | — | — | 10.41 | 6/7/2031 | — | — | — | — | | | 6/7/2022(3) | 22,090 | — | — | 6.28 | 6/7/2032 | — | — | — | — | | | 6/21/2022(4) | 91,256 | — | — | 6.39 | 6/20/2032 | — | — | — | — | | | 6/21/2022(5) | 114,070 | 68,441 | — | 6.39 | 6/20/2032 | — | — | — | — | | | 6/21/2022(6) | — | — | 182,511 | 6.39 | 6/20/2032 | — | — | — | — | | | 4/27/2023(7) | | | | | | 44,946 | 168,098 | | | | | 4/27/2023(8) | | | | | | 89,894 | 336,204 | | | | | 1/31/2024(9) | 162,500 | — | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(10) | 99,306 | 225,694 | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(11) | — | — | 162,500 | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(12) | | | | | | 216,666 | 810,331 | | | | | 1/31/2024(13) | | | | | | 162,500 | 607,750 | | |
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(18) | | | | | Stock Awards(18) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not vested (#) | Market Value of Shares or Units of Stock that have not vested ($)(17) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(11) | | Matthew Ferguson | 10/8/2020(14) | 81,800 | — | — | 17.00 | 10/8/2030 | — | — | — | — | | | 3/8/2021(5) | 28,969 | 1,931 | — | 14.53 | 3/8/2031 | — | — | — | — | | | 3/8/2021(15) | — | — | — | — | — | 1,287 | 4,813 | — | — | | | 3/8/2022(5) | 21,313 | 9,687 | — | 5.08 | 3/7/2032 | — | — | — | — | | | 1/31/2024(9) | 50,000 | — | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(10) | 45,834 | 104,166 | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(12) | — | — | — | — | — | 100,000 | 373,996 | — | — | | | 1/31/2024(16) | — | — | — | — | — | 33,000 | 123,420 | — | — | | Michelle Williams, Ph.D. | 10/20/2022(5) | 22,500 | 67,500 | — | 7.16 | 10/19/2032 | | | | | | | 1/31/2024(9) | 50,000 | — | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(10) | 45,834 | 104,166 | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(12) | — | — | — | — | — | 100,000 | 373,996 | — | — |
Outstanding Equity Awards at Fiscal Year-End
The stock options vested and became exercisable in three annual equal installments, beginning on October 8, 2021. (2) The stock options vested fully and became exercisable on the first anniversary of the grant date. (3) The stock options vested fully and became exercisable on the first anniversary of the grant date. (4) The stock options vested fully and became exercisable on August 9, 2022. (5) The stock options vested as to 25% upon the first anniversary of the grant date, and the remaining 75% vest in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. (6) The stock options vest and become exercisable in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. (7) The RSUs were authorized for grant on June 21, 2022, but were not formally granted until April 27, 2023. The RSUs vest as to 25% upon the first anniversary of the grant authorization date, and the remaining 75% vest in three equal annual installments thereafter, subject to continued service through each vesting date. (8) The RSUs were authorized for grant on June 21, 2022, but were not formally granted until April 27, 2023. The RSUs vest and become exercisable in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. (9) The stock options vested fully and became exercisable on the 10th business day following FDA clearance of EluPro. The stock options vest and become exercisable in equal monthly installments over three years beginning one month after the grant date. The stock options vest and become exercisable in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. (12) The RSUs vest with respect to 1/6 on June 10, 2024, and 1/12 quarterly thereafter on each of the following dates: September 10, 2024, December 10, 2024, March 10, 2025, June 10, 2025, September 10, 2025, December 10, 2025, March 10, 2026, June 10, 2026, September 10, 2026, and December 10, 2026. (13) The RSUs vest in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. (14) The stock options vested and became exercisable in four equal annual installments, beginning on October 8, 2021. (15) The RSUs will vest in four equal annual installments, beginning on March 8, 2022, subject to continued employment through each vesting date. (16) The RSUs vest as to 34% on September 10, 2024, 33% on March 10, 2025 and 33% on September 10, 2025. (17) Values were calculated based on a $3.74 closing price of our shares of Class A common Stock, as reported on Nasdaq on December 31, 2024. (18) Pursuant to the terms of each named executive officer’s employment agreement, the named executive officers’ outstanding stock options and RSUs will vest and become exercisable, as applicable, upon the occurrence of a Change in Control (as defined in the 2020 Plan) if such named executive officer is terminated without Cause (as defined below in “Employment Agreements”) or resigns for Good Reason (as defined below in “Employment Agreements”) within the 12 months after such Change in Control is consummated, or with respect to Dr. Mills’ employment agreement, also within the three months prior to the Change in Control being consummated.
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In connection with our IPO, we implemented a non-employee director compensation policy pursuant to which each non-employee director will receive an annual director fee of $40,000 as well as an additional annual fee of $30,000 for service as our chairman, $20,000, $15,000, $10,000 for service as the chair of our audit, compensation and nominating and corporate governance committees, respectively and an additional annual fee of $10,000, $7,500, $5,000 for service (other than as chair) on our audit, compensation and nominating and corporate governance committees, respectively, each earned on a quarterly basis. Each director will also receive an annual equity award with a grant date fair value of $81,000, which will vest in full on the date of our annual shareholder meeting immediately following the date of grant, subject to the nonemployee director continuing in service through such meeting date. The award is further subject to accelerated vesting upon a change in control (as defined in the 2020 Plan). In addition to the annual awards, the policy provides that, upon a non-employee director’s initial appointment, such director is entitled to receive an option award with a grant date fair value of $126,000 (an “Initial Award”). On June 8, 2023, the Board approved an amendment to the non-employee director compensation policy such that (i) the Board has discretion to reduce the number of annual stock options granted to each non-employee director to an amount less than the number equal to grant date fair value of $81,000, (ii) the Board has discretion to reduce the Initial Award to an amount less than the number equal to a grant date fair value of $126,000 and (iii) the Company may pay the Board service fees in Class A common stock of the Company or cash. In addition, on June 21, 2022, the Board created the position of Executive Chairman of the Board, a non-employee director position, and appointed Kevin Rakin to serve in this position. In recognition of Mr. Rakin’s additional time, contribution and responsibilities serving as Executive Chairman of the Board, the Board provided Mr. Rakin with additional director compensation for his service. Mr. Rakin’s Executive Chairmanship and related additional compensation was initially set to expire on June 20, 2023, but has been extended twice by the Board due to Mr. Rakin’s continuation in such role and currently expires on June 20, 2025. As such, Mr. Rakin is eligible to receive a total of $200,000 in cash compensation for his role as Executive Chairman, which shall be earned on a quarterly basis. Furthermore, in 2023 and 2024, Mr. Rakin received an annual stock option grants that were 1.5 times the standard director grant for each year. The total compensation earned or paid to our non-employee directors during 2024 is set forth in the table below.
Non-Employee Director Compensation Policy
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Kevin Rakin | 200,000 | 121,500 | 321,500 | | David Colpman | 57,500 | 81,000 | 138,500 | | Maybelle Jordan | 60,000 | 81,000 | 141,000 | | Brigid A. Makes | 80,000 | 81,000 | 161,000 | | W. Matthew Zuga | 40,000 | 81,000 | 121,000 |
Non-Employee Director Compensation Policy
Amounts reflect the full grant-date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to our non-employee directors in Note 5 to the consolidated financial statements included in our 10-K. The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2024 by each non-employee director who was serving on the Board as of December 31, 2024.
Non-Employee Director Compensation Policy
| Name | Options Outstanding at Fiscal Year End | | Kevin Rakin | 138,958 | | David Colpman | 85,348 | | Maybelle Jordan | 107,314 | | Brigid A. Makes | 107,314 | | W. Matthew Zuga | 93,007 |